**Insurance**


Henan Xinyuan shall,
at its own expense, maintain insurance at all times during the lease term in full force and effect in respect of the Aircraft,
in the amount equal to 105% of the value of the Aircraft. The insurance company to issue such insurance shall be confirmed by Minsheng.
The beneficiary of such insurance shall be Minsheng.


 





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**Representations
and Warranties**


Minsheng represents that
it is qualified under the PRC law and regulations to conduct capital lease business, that it has acquired all authorizations and
approvals to enter into the Agreement and that it is duly authorized to enter into the Agreement. Henan Xinyuan represents that
it has the capacity to enter into the Agreement, that it has acquired all rights and approvals to enter into the Agreement and
that it is duly authorized to enter into the Agreement. Henan Xinyuan further represents that performing its obligations under
the Agreement shall not conflict with its Articles of Associations, by-laws, any laws or regulations, or any other agreements to
which it is a party.


 


**Manager**


Henan Xinyuan shall appoint
a management company to operate and manage the Aircraft, who shall be confirmed by Minsheng. Minsheng, Henan Xinyuan and the administrator
shall enter into an aircraft management agreement as attached in Appendix IX. Notwithstanding the foregoing, Henan Xinyuan shall
remain as the primary obligor under the Agreement.


 


**Liabilities for
Breaches**